The light fades away
by dilloncoll
Summary: An AU of the end of the clone wars where Satine isn't killed by Maul, Anakin and Obi-Wan don't rescue Palpatine, and Mandalore isn't owned by Maul. Our two heroes lead an attack on Maul's hideout where they get some help from Ahsoka. How will order 66 play out if Palpatine can't turn Anakin?


_The resolute 06:00 h_

Everyone can feel it, the clone wars is almost over. It has been over a year since the droid army has won a battle and are running out of resources to continue building droids. The clone army, however, was well supplied and well trained at this point. The 501st was one of those well-trained fighting forces ready for battle.

Currently, the 501st was in the charged with taking the system, but they were waiting for their orders from high command. Anakin Skywalker and his master Obi-Wan Kenobi was in the bridge of the ship getting ready for the planned invasion. The two Jedi were planning the landing and the ensuing battle but Anakin's mind was elsewhere. It had been only 4 months since his Padawan ahsoka tano had left the jedi order, had he had still wasn't over it.

"Anakin did you hear me?"

"No master, my mind wandered elsewhere."

"Anakin her leaving the order was her choice, nothing you could of done would've stopped her from leaving."

"No there was, the order betrayed her, and I should have been there for her!"

"General I miss commander Tano as well but we can not let this block our vision before the battle" Captain Rex said.

"Indeed. Anakin do you sense it?"

"I do, there is a dark presence here, very dark. We know darth maul is on the planet, but this feels a lot darker then him."

"I'm no jedi but even I can feel it."

Then from out of nowhere a hologram lit up with a distorted image.

"There is… you can do. Anakin… in my pocket. He will… Darkside. The clones… kill… jedi."

The hologram stopped leaving the three men dumbfounded. Then something hit Rex, remembering what fives had told him before he was killed.

"General, we need to block all communication from other systems."

"Why?"

"Just trust me, it's something that what this thing said and what Fives said before he died."

"You think this is some sort of plot?"

"I do, what is scarier is that he mentioned General Skywalker and the darkside in the same sentence."

"Yes, Anakin, control your anger and hatred. We must focus on the task at hand, the Planet needs to be liberated from the separatists and Maul's supporters."

"I will master. Let's go the 501st and 212th is ready for the attack."

The three men grabbed their gear and began to make their way to the hangar.

 _Planet Surface 07:30 h_

It was snowing, the clones didn't prepare for it, but they had to deal with it. The gunships were whizzing through the air trying to get to the ground as fast as possible. As soon as they were out of the clouds the flak guns opened up and hell was upon them. The air filled with black smoke as the shells exploded all around them. Some gunships were hit, while others were destroyed entirely.

Anakin, Obi-Wan, and Rex were holding on to the gunships railing as the ship was rocked back and forth from the flak.

"Pilot, get us as close to the landing sight as possible!" Obi-Wan shouted.

"I'll do my best sir but i doubt we will make it close."

The flak continued to explode all around them. Through the slit in the gunship's doors rex saw a nearby LAAT go down.

"Ten seconds till landing!"

"Get ready" yelled Rex.

"Five seconds!"

An explosion was felt near them rocking the ship back and forth. The gunship finally touched down and the doors opened. The first two clones stepped out and were immediately shot, Anakin and Obi-Wan ignited their lightsabers and began to deflect the shots coming for them. The snow was knee deep making movement near impossible.

"Everyone get down!"

Then met hit the dirt as a flak shell flew past them and hit an AT-TE that had just made it to the ground.

"Hardball get your head down, your gonna get shot!"

"I'll be fine cap-"

The clone was shot in the head causing him to fly backwards. Captain Rex looked up to see another LAAT get destroyed before making it to the ground.

"General skywalker we need to get moving, we are sitting ducks if we stay here."

"I agree, Anakin let's get to that forest over there."

They looked to their left and sure enough there was a small forest. The squad got up and began to make a run for it under heavy fire. An explosion out of nowhere killed three more men.

"Mines!"

"Just keep moving we are almost there" Anakin yelled as he deflected a shot.

The squad kept moving as another soldier was hit in the side. Finally after when seem like hours the squad made it to forest. They had lost 7 men from the time they landed to when they reached the forest.

"This place is hell" Rex said.

"Yeah, let's keep moving, we've got a long march ahead of us" Anakin replied.

The 12 men began to walk towards the separatists' defenses. In the sky they could see the gunships trying to make it to the ground before getting shot.

"Be careful men, they could have booby trapped the for-"

Anakin was cut off by the screams of pain and an explosion, another 3 men were taken out of action because of a mine.

"-est with mines" Anakin finished.

"Leave them, we need to continue moving. The clankers probably know where we are now" Rex said.

"Yep there they are" shouted Anakin.

The droids opened fire on their position and the men took cover. Rex turned around the tree and shot two b1 battle droids. Another clone shot a b1 as well while another one fired at a b2 that was moving towards them. Anakin and Obi-Wan jumped towards the droids and started chopping them up. Anakin slashed left and cut a b2 in half, Obi-Wan cut the blaster of a b1 in half and cut off it's head.

"Uh oh, the Jedi are getting closer" a droid shouted.

"Then fire at them unit 4758."

"Roger roger."

Rex fired at a b2 destroying it instantly. Rex looked up and saw a commando droid moving towards Anakin. Rex fired but the droid was moving too fast. Rex fired again but this time he lead the shot, the laser hit but the droid kept moving.

"General lookout" Rex yelled.

Anakin turned around to late as the droid jumped him. Anakin's lightsaber was thrown from his hand and far from his reach. The droid brought up its arm and swung at Anakin. The punch connected, the droid brought it's arm up again but this time Rex pushed it off Anakin before it could strike. The droid got back up but Rex was quicker and shot the droid 4 times, destroying it.

"Thank you Rex" said Anakin.

"No problem general. Just doing my duty."

The fight had taken its toll now only Rex, Anakin, Obi-Wan, and 4 clones were left. The squad kept moving towards the droid defenses, exhausted from the fighting. Anakin had a massive headache from the commando droid and Obi-Wan was holding his arm which had been grazed by a blaster bolt. Just then a bolt came from out of nowhere and struck one of the clones.

"Sniper get down."

Anakin and Obi-Wan ignited their lightsabers and stood back up, waiting for the sniper to shoot again. Then once again taking the squad by surprise 4 deathwatch came from the trees and attacked. Two clones went down before they could react, Rex stood up and began to fire back at the four soldiers. Anakin charged the four men with force but they dodged his attacks. Rex fired and shot one, Obi-Wan blocked one of their shots which came back at hit them killing another. Then the sniper fired again hitting the other clone soldier. Anakin stabbed another mandalorian before he could shoot his clone friend. The last one ran away before the three men could kill him.

"Well that could of gone worse" said Obi-Wan.

"Thank you master for your input."

"Anytime Anakin."

Rex looked around at the carnage left from the fighting. Seeing some of his brothers dead did not affect him as much as it used too, this was all too common ever since he first shipped out. The three men began to walk again hoping to get somewhere that was closer to the droid positions.

"General we need a break, we are all tired of the fighting."

"I agree with Rex, we must take a break Anakin."

"Alright, there is a log up head we could sit on."

The three friends sat down once they made it to the log. Using what little medical supplies he had, Rex began to patch up Obi-Wan's arm. Anakin closed his eyes and dozed off while Rex worked.

"Thank you Rex."

"I'm just doing my best to help sir."

After a while they got up and began to walk again, getting closer to the city they were meant to take. Time had flown by as the men walked, the sun was beginning to set and getting colder by the minute.

"Perhaps we should stop here and make camp for the night" Rex said.

"Good idea, let's get ourselves a fire going. Anakin get some wood, Rex clear a spot for the fire and I'll collect some rocks to place around the fire."

The three of them got to work as the sun continued to set. In some sectors the fighting was still going on while in others fighting had stopped. The sounds of war were faint as the three men continued to set up camp. Once the pit was set up, Anakin ignited his lightsaber and held it close to the wood, which ignited the wood.

"Finally something to keep us warm" Rex said.

"We may be warm, but we have nothing to lay on for rest."

"Well then master we should get something to lay down on."

"Good idea Anakin, I guess you volunteered to get something."

"Wait a minute, hold on, I have to get the resources."

""Yes."

With a loud sigh Anakin got up to collect some leaves to make head rests and some bark from trees. As he gathered the resources he felt like something was watching him. Thinking it was his master he began to talk.

"Very funny master, come out from the trees I know you're watching me."

Anakin turned around thinking he would see Obi-Wan but saw darkness, more trees, and the faint light of the fire.

"Must be my mind playing tricks on me" Anakin said to himself.

Meanwhile back at the camp Rex and Obi-Wan were talking.

"I'm worried about Anakin. He hasn't been doing well since Ahsoka left the order. I fear Anakin is on the edge of turning to the darkside."

"I have been keeping an eye on him like you asked, general Kenobi. He misses her, in his quarters there is a picture of them together on the last mission they went on together."

"I'm guessing he has kept the stuff Ahsoka gave him for his birthdays."

"Yep."

Obi-Wan sighed, he knew Anakin had trouble with his emotions but now with Ahsoka gone, he had no one to vent to.

Anakin appeared finally with some bark from trees and leaves to make some makeshift pillows. Soon enough all three men were laying down. Rex and Obi-Wan were both asleep but Anakin was wide awake, deep in thought. He watched the fire burn, the flames getting larger as he put sticks on it. Anakin pulled out his lightsaber and stared at it.

"This weapon is a curse" he muttered to himself.

The leaves by him began to rustle which startled him.

"Who's there" he yelled.

The leaves continued to rustle, Anakin began to cautiously moving towards the bush. He ignited his lightsaber and prepared for a fight. Then an animal jumped from the bush looking up at the Jedi.

"Oh for the love of-" Anakin muttered.

Then from out of nowhere a stun shot hit him, knocking him down.

"AHHH" he yelled.

Hearing Anakin scream, Rex and Obi-Wan got up weapons at the ready. Without his helmet Rex couldn't see in the dark, the only thing he could see was Obi-Wan and a Downed Anakin. Then another shot from the dark hit Obi-Wan in the back.

"General" Rex yelled.

Then Rex was hit himself, falling to the ground. He tried to get up but fell back down in pain. With the little strength he had left, he grabbed one of his pistols. Rex saw someone standing over Obi-Wan, trying to save the jedi, he fired. Once the shot left his gun Rex passed out, but what he didn't see was that a green blade deflected the shot.

Rex woke up hours later, he could tell it was morning but he had no idea where he was. Sitting up, he felt pain throughout his body. Remembering the events of night he looked around for his pistol, trying to find it so he could rescue the two jedi he was with. Rex got off the bed and walked over to where his armor was.

"I wouldn't wear the armor right now if I were you" a voice said.

Rex stopped in his tracks, that voice, he could sworn that voice sounded familiar.

"Oh yeah, want are you gonna do about it. Where are my blasters and where are the two men who were with me."

"You're blaster on the shelf to your right and Anakin and Obi-Wan are alright."

"How do you know their nam-" Rex started as he turned around.

He stopped mid sentence as soon as he saw who it was.

"Commander Tano, is that you."

"The one and only" she replied.

Rex smiled and took a step forward.

"You haven't changed a bit."

"I can't say the same for you Rexter. You're growing a beard, you also got a few battle scars, I can't help but look at the one on the side of your head."

Her hand touched the side of his head where the chip was.

"I got my chipped removed. An incident happened with Tup and Fives."

"What happened?"

"Something happened with Tup's chip and-" Rex paused looking down.

"Tup, he killed a jedi. Kept muttering the phrase 'good soldiers followed orders.'"

"Why, Tup would never do anything like that."

"It was the chip, the chip made him do it. They had him sent to kamino to see what was wrong. The Kaminoans found the ship but called it a tumor, according to Fives. After more research Fives found out the true purpose of the chips."

Ahsoka looked at Rex in the eyes, he was on the verge of tears.

"Fives found stuff out from Palpatine, Palpatine told him of a plot to kill the jedi. He had Fives drugged so it looked like he went insane. Fives found out the truth, so Palpatine had him.. had him…"

Tears were now flowing from his eyes, the memory of Fives and his death was still fresh in his mind.

"Palpatine had commander Fox shoot him" he managed to choke out.

Ahsoka looked at Rex, never had she seen him so distraught.

"I removed my chip because I didn't want to listen to Palpatine when his order comes. I didn't want to be his slave. I didn't want for me you and you to cross paths in the future with me as the enemy. I had nightmares of me killing you."

At this point Ahsoka was starting to tear up, the thought of the captain, no, HER captain attempting to kill her was to much to bare.

"Have you told the others?"

"No, I am afraid if I do I'll end up like Fives."

"You won't Rex, not on my watch."

He smiled, he had kept this bottled up for months now, not knowing how to tell. Now that it was off his chest he felt better.

"Why are you here commander?"

"I helping the locals and pockets of clones help fight against Maul."

"Very noble of you commander."

"Why thank you Rex. Also, when we are in Private like this just call me Ahsoka."

"I will comm- I mean Ahsoka."

"Good, now you must be starving, let's go get some breakfast."

Walking outside the hut, Rex saw a busy village with people everywhere. Some were brothers, others were just regular villagers. He continued to follow the former jedi to a campfire in the town center, and the smell of fresh cooked food filled his nostrils.

"Eat up Rex, you deserve a good meal for once."

Grabbing a plate of food, Rex sat down a log where some of the troops from the invasion were sitting. Ahsoka walked up to him and sat down him.

"We have been aiding your troops, bringing them here and helping them get ready for future fights."

"I can see that. Does the general know you are here?"

"No, he has been out cold since we brought you here."

Anakin felt nothing but pain. The memory of last night's attack were still fresh in his mind. Concerned for Rex's and Obi-Wan's safety he sat up and observed his surroundings. The hut was empty aside from a bed, a few shelves, a closet, and a small fireplace.

"This doesn't look like a separatist prison" he said.

"No it doesn't Anakin" Obi-Wan said getting up.

Observing his surroundings a bit more he looked to see what he was wearing, A gray tunic with some baze pants, same with Obi-Wan. Looking over to the little closet where two winter jackets were hanging up. The two of them walked over to the closet and grabbed one coat.

"Where are our sabers" Anakin asked.

"If I knew I would tell you."

Seeing them on the shelf the two of them grabbed them and walked out the door and looked to see where the were. It was a small village but very busy. As they looked around some more they saw clones, some were thought to be killed. The two jedi walked around as more and more clones thought to be dead were spotted.

"Are you seeing this master."

"Indeed, I guess that is the village square" Obi-Wan said pointing over to the fire in the square.

Anakin looked over there and he felt his heart stop. Sitting next to his captain was his former padawan. Taking a step forward Anakin made his way over to the campfire. Looking at her as he walked slowly over towards her, something Rex said made her laugh. Rex saw him move over towards them which caused Ashoka to look over at him. Ashoka got up and met him halfway, looking at each other.

Anakin finally spoke "Ashoka…"

"Anakin, it's good to see you again."

Anakin said nothing back but Ashoka soon saw why, tears were falling on his cheek. She soon felt tears fall on her cheek as she looked at her former master. He grabbed her and pulled the young woman into a tight hug. Ashoka returned the hug gladly, the two of them stood there in each other's embrace. Anakin didn't want to let go of her, cause if he did she would leave him again. To Anakin this was just all a dream.

"Sir, I think commander Tano would like to breath" Rex said.

The two of them separated but didn't take their eyes of each other.

"I missed you, snips."

"I missed you too master."

"We all missed you Ahsoka" Obi-Wan said.

The four of them sat on the log and began to talk about what has gone on since she had left the order.

 _Grievous's Flagship, Coruscant_

The battle Over the republic Capital was getting intense, many were dying on each side the CIS tried to get the captured chancellor away from Republic Fleets. Palpatine and Dooku were talking and planning the death of the jedi.

"Soon my apprentice, soon the jedi shall be wiped from the galaxy."

"You are sure that Anakin Skywalker and Obi-Wan Kenobi will be coming to 'rescue' you."

"Positive as far as my knowledge goes thy are not in any fight, and the jedi trust them the most to carry out the mission."

"Sir, a Republic army has attacked our base on a planet that we just recently captured. They were being led by two jedi" a tactical droid said.

"Perhaps I was wrong, well plans much change my apprentice."

The two of them walked to where they were to set up the trap.

 **So this is my first clone wars fic so I hope I did good for my first. I don't plan to make this a long story but at the same time of i have nice story in mind to tell, so enjoy. -Dilloncoll**


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